Cover Page
Cover Page - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-37929 | |
Entity Registrant Name | Myovant Sciences Ltd. | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 98-1343578 | |
Entity Address, Address Line Two | Suite 1, 3rd Floor | |
Entity Address, Address Line One | 11-12 St. James’s Square | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | SW1Y 4LB | |
Country Region | 44 | |
City Area Code | 207 | |
Local Phone Number | 400 3347 | |
Title of 12(b) Security | Common Shares, $0.000017727 par value per share | |
Trading Symbol | MYOV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 89,623,564 | |
Entity Central Index Key | 0001679082 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 130,373,000 | $ 156,074,000 |
Marketable securities | 27,220,000 | 0 |
Prepaid expenses and other current assets | 9,969,000 | 10,194,000 |
Income tax receivable | 17,000 | 524,000 |
Total current assets | 167,579,000 | 166,792,000 |
Property and equipment, net | 2,288,000 | 2,071,000 |
Operating lease right-of-use asset | 8,973,000 | |
Other assets | 5,162,000 | 4,114,000 |
Total assets | 184,002,000 | 172,977,000 |
Current liabilities: | ||
Accounts payable | 5,819,000 | 11,019,000 |
Interest payable | 305,000 | 1,077,000 |
Accrued expenses | 44,380,000 | 53,614,000 |
Operating lease liability | 853,000 | |
Due to Roivant Sciences Ltd. (RSL), Roivant Sciences, Inc. (RSI) and Roivant Sciences GmbH (RSG) | 271,000 | 121,000 |
Current maturities of long-term debt | 8,402,000 | 6,142,000 |
Total current liabilities | 60,030,000 | 71,973,000 |
Deferred rent | 1,157,000 | |
Deferred interest payable | 5,323,000 | 2,273,000 |
Long-term operating lease liability | 9,320,000 | |
Long-term debt, less current maturities | 92,075,000 | 93,240,000 |
Total liabilities | 166,748,000 | 168,643,000 |
Commitments and contingencies (Note 12) | ||
Shareholders’ equity: | ||
Common shares, par value $0.000017727 per share, 564,111,242 shares authorized, 89,623,564 and 72,057,490 issued and outstanding at September 30, 2019 and March 31, 2019, respectively | 2,000 | 1,000 |
Additional paid-in capital | 657,780,000 | 505,851,000 |
Accumulated other comprehensive (loss) income | (31,000) | 507,000 |
Accumulated deficit | (640,497,000) | (502,025,000) |
Total shareholders’ equity | 17,254,000 | 4,334,000 |
Total liabilities and shareholders’ equity | $ 184,002,000 | $ 172,977,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common shares par value (in USD per share) | $ 0.000017727 | $ 0.000017727 |
Common shares authorized (in shares) | 564,111,242 | 564,111,242 |
Common shares issued (in shares) | 89,623,564 | 72,057,490 |
Common shares outstanding (in shares) | 89,623,564 | 72,057,490 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Operating expenses: | |||||
Research and development | [1] | $ 50,803 | $ 53,813 | $ 101,920 | $ 105,154 |
General and administrative | [2] | 16,603 | 10,310 | 30,755 | 19,052 |
Total operating expenses | 67,406 | 64,123 | 132,675 | 124,206 | |
Interest expense | 3,788 | 1,580 | 7,581 | 3,197 | |
Interest income | (942) | 0 | (1,708) | 0 | |
Other expense (income), net | 121 | (21) | (584) | 268 | |
Loss before income taxes | (70,373) | (65,682) | (137,964) | (127,671) | |
Income tax expense | 195 | 88 | 508 | 233 | |
Net loss | $ (70,568) | $ (65,770) | $ (138,472) | $ (127,904) | |
Net loss per common share — basic and diluted (in USD per share) | $ (0.79) | $ (0.99) | $ (1.68) | $ (1.97) | |
Weighted average common shares outstanding — basic and diluted (in shares) | 88,798,398 | 66,666,876 | 82,667,061 | 64,997,698 | |
Research and development | |||||
Costs allocated from RSL, RSI, and RSG | $ 26 | $ 246 | $ 51 | $ 2,434 | |
General and administrative | |||||
Costs allocated from RSL, RSI, and RSG | $ 224 | $ 949 | $ 422 | $ 2,174 | |
[1] | Includes $26 and $246 of costs allocated from RSL, RSI, and RSG during the three months ended September 30, 2019 and 2018 , respectively, and $51 and $2,434 of costs allocated from RSL, RSI, and RSG during the six months ended September 30, 2019 and 2018 , respectively. Also includes share-based compensation expense (see Note 10). | ||||
[2] | Includes $224 and $949 of costs allocated from RSL, RSI, and RSG during the three months ended September 30, 2019 and 2018 , respectively, and $422 and $2,174 of costs allocated from RSL, RSI, and RSG during the six months ended September 30, 2019 and 2018 , respectively. Also includes share-based compensation expense (see Note 10). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (70,568) | $ (65,770) | $ (138,472) | $ (127,904) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 281 | (72) | (538) | 353 |
Total other comprehensive income (loss) | 281 | (72) | (538) | 353 |
Comprehensive loss | $ (70,287) | $ (65,842) | $ (139,010) | $ (127,551) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Public Offering | Public OfferingCommon Shares | Public OfferingAdditional Paid in Capital | Cowen and Company, LLCPrivate Placement | Cowen and Company, LLCPrivate PlacementCommon Shares | Cowen and Company, LLCPrivate PlacementAdditional Paid in Capital | Roivant Sciences, Ltd.Private Placement | Roivant Sciences, Ltd.Private PlacementCommon Shares | Roivant Sciences, Ltd.Private PlacementAdditional Paid in Capital |
Beginning balance (in shares) at Mar. 31, 2018 | 60,997,856 | |||||||||||||
Beginning balance at Mar. 31, 2018 | $ 37,729 | $ 1 | $ 266,178 | $ 24 | $ (228,474) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Public equity offering, additional offering costs | $ (2,110) | |||||||||||||
Issuance of shares (in shares) | 2,767,129 | 1,110,015 | ||||||||||||
Issuance of shares | 57,315 | $ 57,315 | $ 22,500 | $ 22,500 | ||||||||||
Share-based compensation expense | 4,053 | 4,053 | ||||||||||||
Capital contribution — share-based compensation | 191 | 191 | ||||||||||||
Foreign currency translation adjustment | 425 | 425 | ||||||||||||
Issuance of shares upon exercise of stock options (in shares) | 16,218 | |||||||||||||
Issuance of shares upon exercise of stock options | 76 | 76 | ||||||||||||
Net loss | (62,134) | (62,134) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2018 | 64,891,218 | |||||||||||||
Ending balance at Jun. 30, 2018 | 60,155 | $ 1 | 350,313 | 449 | (290,608) | |||||||||
Beginning balance (in shares) at Mar. 31, 2018 | 60,997,856 | |||||||||||||
Beginning balance at Mar. 31, 2018 | 37,729 | $ 1 | 266,178 | 24 | (228,474) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (127,904) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2018 | 68,484,888 | |||||||||||||
Ending balance at Sep. 30, 2018 | 74,101 | $ 1 | 430,101 | 377 | (356,378) | |||||||||
Beginning balance (in shares) at Jun. 30, 2018 | 64,891,218 | |||||||||||||
Beginning balance at Jun. 30, 2018 | 60,155 | $ 1 | 350,313 | 449 | (290,608) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Public equity offering, additional offering costs | $ (5,110) | |||||||||||||
Issuance of shares (in shares) | 3,533,399 | |||||||||||||
Issuance of shares | 74,391 | $ 74,391 | ||||||||||||
Share-based compensation expense | 4,529 | 4,529 | ||||||||||||
Capital contribution — share-based compensation | 196 | 196 | ||||||||||||
Capital contribution from RSI and RSG | 212 | 212 | ||||||||||||
Foreign currency translation adjustment | (72) | (72) | ||||||||||||
Issuance of shares upon exercise of stock options and vesting of RSUs (in shares) | 60,271 | |||||||||||||
Issuance of shares upon exercise of stock options and vesting of RSUs | 460 | 460 | ||||||||||||
Net loss | (65,770) | (65,770) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2018 | 68,484,888 | |||||||||||||
Ending balance at Sep. 30, 2018 | $ 74,101 | $ 1 | 430,101 | 377 | (356,378) | |||||||||
Beginning balance (in shares) at Mar. 31, 2019 | 72,057,490 | 72,057,490 | ||||||||||||
Beginning balance at Mar. 31, 2019 | $ 4,334 | $ 1 | 505,851 | 507 | (502,025) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Public equity offering, additional offering costs | (9,229) | (79) | ||||||||||||
Issuance of shares (in shares) | 17,424,243 | 106,494 | ||||||||||||
Issuance of shares | $ 134,538 | $ 1 | $ 134,537 | $ 2,546 | $ 2,546 | |||||||||
Share-based compensation expense | 6,410 | 6,410 | ||||||||||||
Capital contribution — share-based compensation | 42 | 42 | ||||||||||||
Capital contribution from RSI and RSG | 106 | 106 | ||||||||||||
Foreign currency translation adjustment | (819) | (819) | ||||||||||||
Issuance of shares upon exercise of stock options and vesting of RSUs (in shares) | 34,399 | |||||||||||||
Issuance of shares upon exercise of stock options and vesting of RSUs | 314 | 314 | ||||||||||||
Net loss | (67,904) | (67,904) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 89,622,626 | |||||||||||||
Ending balance at Jun. 30, 2019 | $ 79,567 | $ 2 | 649,806 | (312) | (569,929) | |||||||||
Beginning balance (in shares) at Mar. 31, 2019 | 72,057,490 | 72,057,490 | ||||||||||||
Beginning balance at Mar. 31, 2019 | $ 4,334 | $ 1 | 505,851 | 507 | (502,025) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of shares upon exercise of stock options (in shares) | 33,461 | |||||||||||||
Net loss | $ (138,472) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 89,623,564 | 89,623,564 | ||||||||||||
Ending balance at Sep. 30, 2019 | $ 17,254 | $ 2 | 657,780 | (31) | (640,497) | |||||||||
Beginning balance (in shares) at Jun. 30, 2019 | 89,622,626 | |||||||||||||
Beginning balance at Jun. 30, 2019 | 79,567 | $ 2 | 649,806 | (312) | (569,929) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Public equity offering, additional offering costs | (80) | (80) | ||||||||||||
Share-based compensation expense | 7,879 | 7,879 | ||||||||||||
Capital contribution — share-based compensation | 52 | 52 | ||||||||||||
Capital contribution from RSI and RSG | 123 | 123 | ||||||||||||
Foreign currency translation adjustment | 281 | 281 | ||||||||||||
Issuance of shares upon exercise of stock options and vesting of RSUs (in shares) | 938 | |||||||||||||
Issuance of shares upon exercise of stock options and vesting of RSUs | 0 | |||||||||||||
Net loss | $ (70,568) | (70,568) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 89,623,564 | 89,623,564 | ||||||||||||
Ending balance at Sep. 30, 2019 | $ 17,254 | $ 2 | $ 657,780 | $ (31) | $ (640,497) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholder's Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | |
Issuance costs | $ 80 | |||
Public Offering | ||||
Issuance costs | $ 9,229 | $ 5,110 | ||
Cowen and Company, LLC | Private Placement | ||||
Issuance costs | $ 79 | $ 2,110 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | ||
Cash flows from operating activities: | |||
Net loss | $ (138,472) | $ (127,904) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 14,383 | 8,969 | |
Depreciation and amortization | [1] | 726 | 191 |
Amortization of debt discount and issuance costs | 1,095 | 936 | |
Other items | (369) | 565 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 225 | (3,240) | |
Income tax receivable | 507 | 233 | |
Other assets | (799) | (96) | |
Accounts payable | (5,200) | 3,781 | |
Interest payable | (772) | 18 | |
Accrued expenses | (9,304) | 8,176 | |
Operating lease liabilities | (368) | ||
Due to RSL, RSI and RSG | 150 | (1,382) | |
Deferred rent | 0 | 567 | |
Deferred interest payable | 3,050 | 305 | |
Net cash used in operating activities | (135,148) | (108,881) | |
Cash flows from investing activities: | |||
Purchases of marketable securities | (27,160) | 0 | |
Purchases of property and equipment | (532) | (390) | |
Net cash used in investing activities | (27,692) | (390) | |
Cash flows from financing activities: | |||
Proceeds from stock option exercises | 314 | 466 | |
Net cash provided by financing activities | 137,388 | 154,964 | |
Net change in cash, cash equivalents and restricted cash | (25,452) | 45,693 | |
Cash, cash equivalents and restricted cash, beginning of period | 157,199 | 108,624 | |
Cash, cash equivalents and restricted cash, end of period | 131,747 | 154,317 | |
Non-cash financing activities: | |||
Unpaid offering costs included in accounts payable and accrued expenses | 70 | 292 | |
Stock options exercised receivables, included in prepaid expenses and other current assets | 0 | (70) | |
Public Offering | |||
Cash flows from financing activities: | |||
Cash proceeds from issuance of common shares | 134,528 | 74,683 | |
Private Placement | Cowen and Company, LLC | |||
Cash flows from financing activities: | |||
Cash proceeds from issuance of common shares | 2,546 | 57,315 | |
Private Placement | Roivant Sciences, Ltd. | |||
Cash flows from financing activities: | |||
Cash proceeds from issuance of common shares | $ 0 | $ 22,500 | |
[1] | Includes amortization of operating lease right-of-use asset. |
Description of Business
Description of Business | 6 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Myovant Sciences Ltd. (or together with its wholly-owned subsidiaries, the Company) is a healthcare company focused on developing innovative treatments for women’s health and prostate cancer. The Company is developing a relugolix combination tablet (relugolix 40 mg plus estradiol 1.0 mg and norethindrone acetate 0.5 mg) for the treatment of heavy menstrual bleeding associated with uterine fibroids and for pain associated with endometriosis, relugolix 120 mg as a monotherapy for advanced prostate cancer, and an additional product candidate, MVT-602, an oligopeptide kisspeptin-1 receptor agonist, for the treatment of female infertility as part of assisted reproduction. Both relugolix and MVT-602 were licensed to the Company by Takeda Pharmaceuticals International AG, or Takeda, on April 29, 2016. The Company is an exempted company limited by shares incorporated under the laws of Bermuda in February 2016 under the name Roivant Endocrinology Ltd. The Company changed its name to Myovant Sciences Ltd. in May 2016. Since its inception, the Company has devoted substantially all of its efforts to identifying and in-licensing its product candidates, organizing and staffing the Company, raising capital, preparing for and advancing the clinical development of its product candidates, and preparing for potential future regulatory approvals and commercialization of relugolix. The Company has incurred, and expects to continue to incur, significant operating losses and negative operating cash flows as it continues to develop its product candidates and prepares for potential future regulatory approvals and commercialization of relugolix. To date, the Company has not generated any revenue, and it does not expect to generate revenue unless and until it successfully completes development and obtains regulatory approval for at least one of its product candidates. See Note 2(C), Summary of Significant Accounting Policies—Going Concern and Management’s Plans. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (A) Basis of Presentation The Company’s fiscal year ends on March 31, and its first three fiscal quarters end on June 30, September 30 and December 31. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States, or U.S., generally accepted accounting principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 , filed with the U.S. Securities and Exchange Commission, or the SEC, on May 24, 2019 . The unaudited consolidated balance sheet at March 31, 2019 has been derived from the audited consolidated financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented have been included. Operating results for the three and six months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020 , for any other interim period or for any other future year. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, issued by the Financial Accounting Standards Board, or FASB. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2019 , filed with the SEC on May 24, 2019 , except for the adoption of ASU 2016-02, Leases (Topic 842), on April 1, 2019. See Note 2(H). (B) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, and expenses, including the evaluation of the Company’s ability to continue as a going concern, share-based compensation expenses, research and development, or R&D, expenses and accruals, and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses incurred during the reporting period, that are not readily apparent from other sources. Estimates and assumptions are periodically reviewed in light of changes in circumstances, facts, or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. (C) Going Concern and Management’s Plans The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. During the six months ended September 30, 2019 , the Company incurred net losses of $138.5 million and used $135.1 million of cash and cash equivalents in operations. The Company expects to continue to incur significant and increasing operating losses and negative operating cash flows as it continues to develop its product candidates and prepares for potential future regulatory approvals and commercialization of relugolix. The Company has not generated any revenue to date and does not expect to generate product revenue unless and until it successfully completes development and obtains regulatory approval for at least one of its product candidates. Based on its current operating plan, the Company expects that its existing cash, cash equivalents, and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements at least through the end of the Company’s fiscal year ending March 31, 2020. This estimate is based on the Company’s current assumptions, including assumptions relating to its ability to manage its spend, that might prove to be wrong, and it could use its available capital resources sooner than it currently expects. Current cash, cash equivalents and marketable securities will not be sufficient to enable the Company to complete all necessary development activities and commercially launch relugolix. The Company anticipates that it will continue to incur net losses for the foreseeable future. To continue as a going concern, the Company will need, among other things, additional capital resources. The Company continually assesses multiple options to obtain additional funding to support its operations, including through financing activities in public or private capital markets. Management can provide no assurances that any sources of a sufficient amount of financing will be available to the Company on favorable terms, if at all. Although the Company expects to negotiate and enter into a new term loan facility that the Company and Sumitomo Dainippon Pharma, Co. Ltd. (“Sumitomo”) agreed to negotiate and enter into, and the Company expects to draw down on this term loan facility on a quarterly basis, after it becomes effective upon the close of the transaction between Roivant Sciences Ltd. and Sumitomo, ASC 240-40, Going Concern , does not allow the Company to consider future financing activities that are uncertain in its assessment of the Company’s future cash burn for the purpose of its liquidity assessment. For more information on the Company’s arrangements with Sumitomo, see Note 13(B), “Subsequent Events—Letter Agreement with Sumitomo Dainippon Pharma, Co. Ltd.” Due to these uncertainties, there is substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements and footnotes have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. (D) Net Loss per Common Share Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period, reduced, where applicable, for outstanding yet unvested shares of restricted common stock. The computation of diluted net loss per common share is based on the weighted-average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, restricted stock units, restricted stock awards, performance stock units, and warrants. In periods in which the Company reports a net loss, all common share equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equal. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share. As of September 30, 2019 and 2018 , potentially dilutive securities were as follows: September 30, 2019 2018 Stock options 7,676,460 5,115,494 Restricted stock awards (unvested) 775,651 1,057,707 Restricted stock units (unvested) 753,720 12,500 Performance stock units (unvested) 408,510 — Warrants 73,710 73,710 Total 9,688,051 6,259,411 (E) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. As of September 30, 2019 , cash and cash equivalent balances are diversified between three financial institutions. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and the issuers of its money market funds and commercial paper. The Company maintains its cash deposits and cash equivalents in highly rated, federally insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. Interest income consists of interest earned on money market funds and the accretion of discounts to maturity for commercial paper and corporate bonds. Restricted cash consists of non-interest bearing legally restricted deposits held as compensating balances against the Company’s corporate credit card program and an irrevocable standby letter of credit provided as security for the Company’s office lease. Cash as reported on the unaudited condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash and consists of the following (in thousands): September 30, 2019 2018 Cash and cash equivalents $ 130,373 $ 153,717 Restricted cash (1) 1,374 600 Total cash, cash equivalents and restricted cash $ 131,747 $ 154,317 (1) Included in other assets on the unaudited condensed consolidated balance sheets. (F) Marketable Securities Investments in marketable securities are held in a custodial account at a financial institution and managed by the Company’s investment advisor based on the Company’s investment guidelines. The Company considers all highly liquid investments in securities with a maturity of greater than three months at the time of purchase to be marketable securities. As of September 30, 2019 , the Company’s marketable securities consisted of commercial paper and highly rated corporate bonds with maturities of greater than three months but less than twelve months at the time of purchase. These short-term commercial paper and corporate debt securities are classified as current assets on the Company’s unaudited condensed consolidated balance sheets under the caption marketable securities. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such designation at each balance sheet date. Unrealized gains and losses on available-for-sale commercial paper and short-term corporate debt securities are excluded from earnings and are recorded in accumulated other comprehensive (loss) income until realized. Any unrealized losses are evaluated for other-than temporary impairment at each balance sheet date. Realized gains and losses are determined based on the specific identification method and are recorded in other (income) expense, net. See Note 3 for additional information. (G) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include cash, cash equivalents consisting of commercial paper, corporate bonds, and money market funds, marketable securities consisting of commercial paper and corporate bonds, accounts payable and the Company’s debt obligations. Cash, cash equivalents, and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. Marketable securities are recorded at their estimated fair value and are included in Level 2 of the fair value hierarchy. The carrying value of the Company’s debt approximates fair value based on current interest rates for similar types of borrowings and is included in Level 2 of the fair value hierarchy. (H) Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of Topic 842 requires lessees to recognize on the consolidated balance sheets a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases with lease terms greater than twelve months. The lease liability is measured at the present value of the unpaid lease payments and the right-of-use asset is derived from the calculation of the lease liability. Topic 842 also requires lessees to disclose key information about leasing arrangements. Topic 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application (“Transition Date”). An entity may choose to use either (i) its effective date or (ii) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the new standard on April 1, 2019 and used the effective date as its date of initial application. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which permitted it to not reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. As a result, the Company has continued to account for existing leases - i.e. leases for which the commencement date is before April 1, 2019 - in accordance with Topic 840 throughout the entire lease term, including periods after the effective date, with the exception that the Company applied the new balance sheet recognition guidance for operating leases and applied Topic 842 for remeasurements and modifications after the Transition Date. The most significant impact of the adoption of Topic 842 on the Company’s unaudited condensed consolidated financial statements was the recognition of a $9.4 million operating lease right-of-use asset, a $0.8 million current operating lease liability, and a $9.8 million long-term operating lease liability on the Company’s unaudited condensed consolidated balance sheet related to its existing facility operating lease. In addition, the Company reclassified the $1.2 million deferred rent liability for its existing facility lease to the related operating lease right-of-use asset. There was no material impact to the Company’s unaudited condensed consolidated statement of operations, and no cumulative-effect adjustment to accumulated deficit. See Note 11 for additional information. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , or ASU 2018-02. ASU 2018-02 allows companies to reclassify stranded tax effects resulting from the newly enacted federal corporate income tax rate under the Tax Cuts and Jobs Act, from accumulated other comprehensive (loss) income to retained earnings. ASU 2018-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and early adoption is permitted. The Company adopted the new standard on April 1, 2019. The adoption of ASU 2018-02 did not have an impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718) : Improvements to Nonemployee Share-Based Payment Accounting, or ASU 2018-07. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. ASU 2018-07 is effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company adopted the new standard on April 1, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures . In July 2018, the FASB issued ASU 2018-09, Codification Improvements, to make changes to a variety of topics to clarify, correct errors in, or make minor improvements to the ASC. Certain items in the amendments in ASU 2018-09 will be effective for the Company in annual periods beginning after December 15, 2018. The adoption of ASU 2018-09 on April 1, 2019 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures . Other recent accounting pronouncements issued by the FASB, (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by the Company to, have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. (I) Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , or ASU 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU 2016-13 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact the adoption of this new standard will have on its unaudited condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , or ASU 2018-13. ASU 2018-13 amends the disclosure requirements in Topic 820 to promote the exercise of discretion by entities when considering fair value measurement disclosures and clarifies that materiality is an appropriate consideration when evaluating fair value measurement disclosure requirements. Certain required disclosures were added, modified, or removed, including removing the required disclosure of the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2018-13 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company does not currently expect that the adoption of this new standard will have a material impact on its unaudited condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , or ASU 2018-15, which amends ASC 350-40, Internal-Use Software , to include in its scope implementation costs of a cloud computing arrangement that is a service contract. Consequently, the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement is aligned with the guidance on capitalizing costs associated with developing or obtaining internal-use software. ASU 2018-15 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact the adoption of this standard will have on its unaudited condensed consolidated financial statements and related disclosures. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Sep. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities As of September 30, 2019 , the Company’s $27.2 million marketable securities balance consisted of available-for-sale commercial paper and short-term corporate bonds. Unrealized gains on marketable securities as of September 30, 2019 were not material. There were no unrealized losses on marketable securities as of September 30, 2019 . There were no marketable securities as of March 31, 2019 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of September 30, 2019 , and March 31, 2019 , assets measured at fair value on a recurring basis consisted of money market funds and commercial paper, which are included in cash and cash equivalents on the unaudited condensed consolidated balance sheets, and short-term corporate bonds and commercial paper, which are included in marketable securities on the unaudited condensed consolidated balance sheets. The following table summarizes the Company’s assets measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy as of September 30, 2019 (in thousands): Level 1 Level 2 Level 3 Total Fair Value Assets: Money market funds $ 53 $ — $ — $ 53 Commercial paper — 130,953 — 130,953 Corporate bonds — 12,608 — 12,608 Total assets $ 53 $ 143,561 $ — $ 143,614 The following table summarizes the Company’s assets measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy as of March 31, 2019 (in thousands): Level 1 Level 2 Level 3 Total Fair Value Assets: Money market funds $ 83 $ — $ — $ 83 Commercial paper — 126,050 — 126,050 Total assets $ 83 $ 126,050 $ — $ 126,133 Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. Commercial paper and short-term corporate bonds are included in Level 2 of the fair value hierarchy and are valued using third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly. There were no liabilities measured at fair value on a recurring basis as of September 30, 2019 or March 31, 2019 . There were no transfers of assets or liabilities between the fair value hierarchy levels that occurred during the six months ended September 30, 2019 . |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of September 30, 2019 , and March 31, 2019 , accrued expenses consisted of the following (in thousands): September 30, 2019 March 31, 2019 Accrued R&D expenses $ 36,620 $ 46,947 Accrued compensation-related expenses 3,800 5,024 Accrued professional service fees 1,053 370 Accrued other expenses 2,907 1,273 Total accrued expenses $ 44,380 $ 53,614 |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Financing Arrangements (A) NovaQuest In October 2017, the Company, its subsidiaries, as guarantors, and NovaQuest Capital Management, or NovaQuest, entered into (i) a Securities Purchase Agreement, or the NovaQuest Securities Purchase Agreement, and (ii) an Equity Purchase Agreement, or the NovaQuest Equity Purchase Agreement. Pursuant to the NovaQuest Securities Purchase Agreement, the Company had the option, at its discretion, to issue up to $60.0 million aggregate principal amount of notes to NovaQuest and concurrent with each purchase of notes, NovaQuest was obligated to purchase up to $20.0 million of the Company’s common shares on a pro rata basis, subject to certain terms and conditions, through December 31, 2018 . The equity purchase price for each such purchase was equal to 105% of the average of the volume-weighted average price for the five consecutive trading days immediately prior to the relevant purchase date. The Company committed that it would issue at least $30.0 million aggregate principal amount of notes through December 31, 2018 , subject to certain terms and conditions. The Company issued $6.0 million aggregate principal amount in October 2017 and $54.0 million aggregate principal amount in December 2018 . With the issuance of $6.0 million aggregate principal amount of notes in October 2017 , NovaQuest purchased 138,361 common shares for $2.0 million , and with the issuance of $54.0 million aggregate principal amount of notes in December 2018 , NovaQuest purchased 1,082,977 common shares for $18.0 million . The notes bear interest at a rate of 15% per annum, of which 5% is payable quarterly, and 10% is payable on a deferred basis on the earlier of the Amortization Date (as defined below) and the repayment in full of the notes. The notes mature on October 16, 2023 . The Company will be required to amortize the principal amount of the notes in equal quarterly installments commencing on November 1, 2020 , subject to extension at the Company’s option to November 1, 2021 , or the Amortization Date, provided certain terms and conditions are met. Early redemption of the notes is subject to a redemption charge. The Company’s obligations under the NovaQuest Securities Purchase Agreement are secured by a second-lien security interest in substantially all of the Company’s and its subsidiaries’ respective assets (other than intellectual property). The NovaQuest Securities Purchase Agreement includes customary affirmative and restrictive covenants and representations and warranties, including a minimum cash covenant that applies commencing on the Amortization Date, and also includes customary events of default. Upon the occurrence of an event of default, a default interest rate of an additional 5% may be applied to the outstanding note balance and NovaQuest may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the NovaQuest Securities Purchase Agreement. Pursuant to the NovaQuest Equity Purchase Agreement, NovaQuest committed to purchase up to an additional $20.0 million of the Company’s common shares from time to time at the Company’s discretion through December 31, 2018 , with an option to extend the commitment through December 31, 2019 , subject to certain terms and conditions. The Company committed that it would exercise its option to sell and issue a minimum of $10.0 million of its common shares under the NovaQuest Equity Purchase Agreement through December 31, 2018 , subject to certain terms and conditions. In December 2018 , the Company exercised this option and issued and sold 1,203,307 common shares for $20.0 million . The purchase price for the common shares issued was equal to 105% of the average of the volume-weighted average price for the five consecutive trading days immediately prior to the relevant purchase date. The Company incurred financing costs related to the NovaQuest Securities Purchase Agreement of $1.0 million . During each of the three and six -month periods ended September 30, 2019 and 2018 , interest expense included $0.1 million and $0.2 million , respectively, of amortized deferred financing costs related to the NovaQuest notes. Outstanding debt obligations to NovaQuest are as follows (in thousands): September 30, 2019 March 31, 2019 Principal amount $ 60,000 $ 60,000 Less: unamortized debt issuance costs (523 ) (756 ) Loan payables less unamortized debt issuance costs 59,477 59,244 Less: current maturities — — Long-term debt, net of current maturities and unamortized debt issuance costs $ 59,477 $ 59,244 (B) Hercules In October 2017, the Company, its subsidiaries, as guarantors, and Hercules Capital, Inc., or Hercules, entered into a Loan Agreement, or the Hercules Loan Agreement, which provided up to $40.0 million principal amount of term loans, or the Term Loans. A first tranche of $25.0 million principal amount was funded upon execution of the Hercules Loan Agreement in October 2017 and the remaining $15.0 million principal amount was funded in March 2018 . The Term Loans bear interest at a variable per annum rate at the greater of (i) the prime rate plus 4.00% and (ii) 8.25% . The interest rate on the Term Loans was 9.00% as of September 30, 2019 . Pursuant to the terms of the Hercules Loan Agreement, the Term Loan Maturity Date has been extended from May 1, 2021 to November 1, 2021 as a result of the achievement of a financing milestone in July 2018. The Company is obligated to make monthly interest payments during the Interest-only Period, subject to certain terms and conditions, followed by monthly installments of principal and interest through the maturity date. The Interest-only Period was extended from June 1, 2019 to December 1, 2019 as a result of the achievement of a financing milestone during July 2018 and was further extended to June 1, 2020 as a result of the achievement of a certain clinical milestone in July 2019. Prepayment of the Term Loans is subject to a prepayment charge. The Company is also obligated to pay an end of term charge of 6.55% of the principal amount of the Term Loans funded under the Hercules Loan Agreement, on the earlier of the maturity date or the date that the Term Loans otherwise become due and payable. The Company’s obligations under the Hercules Loan Agreement are secured by a first lien security interest in substantially all of the Company’s and its subsidiaries’ respective assets (other than intellectual property). The Hercules Loan Agreement includes customary affirmative and restrictive covenants and representations and warranties. The Hercules Loan Agreement also includes a minimum cash covenant which ceased to apply as a result of the achievement of a certain clinical milestone in July 2019. Concurrent with each funding of the Term Loans, the Company was required to issue to Hercules a warrant, or the Warrants, to purchase a number of its common shares equal to 3.00% of the principal amount of the relevant Term Loan funded divided by the exercise price, which is based on the lowest three-day volume-weighted average price for the three consecutive trading days prior to the funding date for such Term Loan. The Warrants may be exercised on a cashless basis and are immediately exercisable through the seventh anniversary of the applicable funding date. In connection with the first tranche funded under the Hercules Loan Agreement, the Company issued a Warrant to Hercules exercisable for an aggregate of 49,800 of its common shares at an exercise price of $15.06 per common share. Concurrent with the funding of the second tranche, the Company issued a Warrant to Hercules exercisable for an aggregate of 23,910 of its common shares at an exercise price of $18.82 per common share. The Company accounted for the Warrants as equity instruments since they were indexed to the Company’s common shares and met the criteria for classification in shareholders’ equity (deficit). The relative fair value of the Warrants related to the first and second tranche funding were approximately $0.5 million and $0.3 million , respectively, and were treated as a discount to the Term Loans. This amount is being amortized to interest expense using the effective interest method over the life of the Term Loans. The Company estimated the fair value of the Warrants using the Black-Scholes model based on the following key assumptions: Tranche 1 Tranche 2 Exercise price $15.06 $18.82 Common share price on date of issuance $14.39 $18.96 Volatility 73.2% 72.3% Risk-free interest rate 2.15% 2.78% Expected dividend yield —% —% Contractual term (in years) 7.00 7.00 The Company issued the first tranche of the Term Loans at a discount of $2.1 million , including the relative fair value of the related Warrant, and incurred financing costs of $1.3 million . The second tranche of the Term Loans was issued at a discount of $1.3 million , including the relative fair value of the related Warrant. During the three and six -months ended September 30, 2019 , interest expense included $0.4 million and $0.9 million , respectively, of amortized debt discount and issuance costs related to the Term Loans. During the three and six months ended September 30, 2018 , interest expense included $0.3 million and $0.7 million , respectively, of amortized debt discount and issuance costs related to the Term Loans. Outstanding debt obligations to Hercules are as follows (in thousands): September 30, 2019 March 31, 2019 Principal amount $ 40,000 $ 40,000 End of term charge 2,620 2,620 Less: unamortized debt discount and issuance costs (1,620 ) (2,482 ) Loan payables less unamortized debt discount and issuance costs 41,000 40,138 Less: current maturities (8,402 ) (6,142 ) Long-term debt, net of current maturities and unamortized debt discount and issuance costs $ 32,598 $ 33,996 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (A) Services Agreements In July 2016, the Company entered into a services agreement with RSI, effective April 29, 2016, under which RSI agreed to provide certain administrative and R&D services to the Company. Under this services agreement, the Company pays or reimburses RSI for expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative, or G&A, and R&D activities performed by RSI employees, RSI charges the Company based upon the relative percentage of time utilized on Company matters by the respective employee. All other third-party pass-through costs are billed to the Company at cost. The unaudited condensed consolidated financial statements include third-party expenses incurred on behalf of the Company that have been paid by RSI and RSL. In February 2017, the Company and MSI amended and restated the services agreement, effective as of November 11, 2016, to include Myovant Sciences GmbH, or MSG, as a services recipient. In addition, in February 2017, MSG entered into a separate services agreement with RSG, effective as of November 11, 2016, for the provisioning of services by RSG to MSG in relation to services related to clinical development, administrative and finance and accounting activities. The Company refers to the amended and restated services agreement with RSI and the services agreement with RSG, collectively, as the Services Agreements. Under the Services Agreements, for the three months ended September 30, 2019 and 2018 , the Company incurred expenses (inclusive of third-party pass-through costs billed to the Company) of $0.2 million and $1.0 million , respectively, inclusive of the mark-up. Under the Services Agreements, for the six months ended September 30, 2019 and 2018 , the Company incurred expenses (inclusive of third-party pass-through costs billed to the Company) of $0.4 million and $4.2 million , respectively, inclusive of the mark-up. The Company has replaced substantially all of the services previously provided by RSI and RSG with its own internally developed capabilities or external professional service providers. (B) Share-Based Compensation Expense Allocated to the Company by RSL Share-based compensation expense has been and will continue to be allocated to the Company by RSL over the requisite service period over which RSL common share awards and RSL options are expected to vest and based upon the relative percentage of time utilized by RSL, RSI and RSG employees on Company matters. In relation to the RSL common share awards and options issued by RSL to RSL, RSI, RSG, and the Company’s employees, the Company recorded share-based compensation expense of less than $0.1 million and $0.2 million for the three months ended September 30, 2019 and 2018 , respectively, and $0.1 million and $0.4 million for the six months ended September 30, 2019 and 2018 , respectively. (C) Private Placement with RSL See Note 9(B) for information regarding the Private Placement with RSL. (D) Underwritten Public Equity Offering of Common Shares As discussed in Note 9(A), the Company completed an underwritten public equity offering of its common shares on June 4, 2019 . RSL purchased 2,424,242 common shares in this offering at the same price offered to the public of $8.25 per common share, for a total purchase price of $20.0 million . (E) Information Sharing and Cooperation Agreement with RSL In July 2016, the Company entered into an information sharing and cooperation agreement, or the Cooperation Agreement, with RSL. The Cooperation Agreement, among other things: (1) obligates the Company to deliver periodic financial statements and other financial information to RSL and to comply with other specified financial reporting requirements; and (2) requires the Company to supply certain material information to RSL to assist it in preparing any future SEC filings. On May 24, 2019, the Company entered into Amendment No. 1 to the Cooperation Agreement, pursuant to which RSL has agreed, in connection with each of the Company’s next three public offerings of its common shares, that RSL will (1) provide to the Company and the underwriter(s) engaged by the Company in connection with such public offering an indication of interest for RSL to participate as a purchaser in such public offerings, and (2) enter into a customary lock-up agreement with the underwriters in connection with such public offerings. Subject to specified exceptions, the Cooperation Agreement will terminate upon the earlier of the mutual written consent of the parties or when RSL is no longer required by U.S. GAAP to consolidate the Company’s results of operations and financial position, account for its investment in the Company under the equity method of accounting or, by any rule of the SEC, include the Company’s separate financial statements in any filings it may make with the SEC. (F) Fourth Amended and Restated Bye-Laws On May 23, 2019, the Company’s board of directors approved, and the holder of a majority of the Company’s issued and outstanding common shares approved by written consent, an amendment and restatement of the Company’s bye-laws, to be the Company’s Fourth Amended and Restated Bye-Laws, which amends the Company’s bye-laws (1) to establish procedures for the appointment of a majority of the directors on the Company’s board by RSL at any time that RSL holds less than 50.0% but more than or equal to 35.0% of the aggregate voting rights attached to the Company’s issued and outstanding common shares, and (2) to remove the procedures and requirements of voting rights of such shares that are treated as controlled shares of a U.S. Person whose controlled shares constitute nine and one-half percent ( 9.5% ) or more of the voting power of all of the Company’s issued common shares. The Fourth Amended and Restated Bye-Laws became effective on June 26, 2019. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is not subject to taxation under the laws of Bermuda since it was organized as a Bermuda Exempted Limited Company, for which there is no current tax regime. The Company’s income tax expense is primarily based on income taxes in the U.S. for federal, state and local taxes. The Company’s effective tax rate for the three months ended September 30, 2019 and 2018 was (0.28)% and (0.13)% , respectively. The Company’s effective tax rate for the six months ended September 30, 2019 and 2018 was (0.37)% and (0.18)% , respectively. The Company’s effective tax rate is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. The Company assesses the realizability of the deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity (A) Underwritten Public Equity Offering of Common Shares On June 4, 2019 , the Company completed an underwritten public equity offering of 17,424,243 of its common shares (including 2,272,727 common shares sold pursuant to the underwriters’ exercise in full of their option to purchase additional common shares) at a public offering price of $8.25 per common share. After deducting the underwriting discounts and commissions and offering costs payable by the Company, the net proceeds to the Company in connection with the underwritten public equity offering, including from the exercise of the over-allotment option, were approximately $134.5 million . (B) Private Placement with RSL In April 2018 , the Company entered into a share purchase agreement, or the Purchase Agreement, with RSL, its controlling shareholder, pursuant to which the Company sold to RSL 1,110,015 of its common shares at a purchase price of $20.27 per common share, for gross proceeds of $22.5 million , in a private placement, or the Private Placement. (C) At-the-Market Equity Offering Program In April 2018 , the Company entered into a sales agreement, or the Sales Agreement, with Cowen and Company, LLC, or Cowen, to sell its common shares having an aggregate offering price of up to $100.0 million from time to time through an “at-the-market” equity offering program under which Cowen acts as the Company’s agent. During the six months ended September 30, 2019 and 2018 , the Company issued and sold 106,494 and 2,767,129 , respectively, of its common shares under the Sales Agreement. The common shares were sold at a weighted-average price of $24.65 and $21.47 per common share, respectively, for aggregate net proceeds to the Company of approximately $2.5 million and $57.3 million , respectively, after deducting underwriting commissions and offering costs paid by the Company. During the three months ended September 30, 2019 and 2018 , no shares were issued and sold under the Sales Agreement. As of September 30, 2019 , the Company had approximately $10.4 million of capacity available to it under its “at-the-market” equity offering program. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation (A) Myovant 2016 Equity Incentive Plan In June 2016, the Company adopted its 2016 Equity Incentive Plan, or as amended, the 2016 Plan, under which 4.5 million common shares were originally reserved for issuance. Pursuant to the “evergreen” provision contained in the 2016 Plan, the number of common shares reserved for issuance under the 2016 Plan automatically increases on April 1 of each year, commencing on (and including) April 1, 2017 and ending on (and including) April 1, 2026, in an amount equal to 4% of the total number of shares of capital stock outstanding on March 31 of the preceding fiscal year, or a lesser number of shares as determined by the Company’s board of directors. On April 1, 2019, the number of common shares authorized for issuance increased automatically by 2.9 million shares in accordance with the evergreen provision of the 2016 Plan. As of September 30, 2019 , a total of 1.5 million common shares were available for future issuance under the 2016 Plan. The Company’s employees, directors, officers and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other share awards under the 2016 Plan. (B) Stock Option Repricing On August 26, 2019 (the “repricing date”), the Company’s Board of Directors approved a stock option award repricing program (the “repricing”) whereby certain previously granted and still outstanding vested and unvested stock option awards held by current employees and certain executives were repriced on a one -for-one basis to $7.78 per share, which represented the closing market price of the Company’s common shares on the repricing date. To be eligible to participate in the stock option repricing program, 735,428 vested stock option awards to certain executives as of the repricing date are subject to a one-year exercise restriction period beginning from the repricing date. No other terms of the repriced stock options were modified, and the repriced stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 5,095,013 vested and unvested stock options outstanding with original exercise prices ranging from $8.82 to $24.44 , and a median exercise price of $17.28 per share, were repriced under this program. The repricing resulted in incremental stock-based compensation expense of $9.2 million , of which $0.8 million related to vested employee stock option awards and was expensed on the repricing date, $1.1 million related to vested executive stock option awards and is being amortized over a one-year exercise restriction period beginning from the repricing date, and $7.3 million related to unvested stock option awards and is being amortized on a straight-line basis over the approximately 3.2 year remaining weighted average vesting period of those awards. (C) Stock Options A summary of stock option activity under the Company’s 2016 Plan is as follows: Number of Options Options outstanding at March 31, 2019 5,396,465 Granted 2,470,900 Exercised (33,461 ) Forfeited (187,444 ) Options outstanding at September 30, 2019 7,646,460 Options vested and expected to vest at September 30, 2019 7,646,460 Vested options subject to one-year exercise restriction period beginning on August 26, 2019 735,428 Options exercisable at September 30, 2019 1,684,887 (D) Restricted Stock Awards and Restricted Stock Units A summary of restricted stock award and restricted stock unit activity under the Company’s 2016 Plan is as follows: Number of Shares Unvested balance at March 31, 2019 956,066 Granted 724,554 Vested (142,904 ) Forfeited (8,345 ) Unvested balance at September 30, 2019 1,529,371 (E) Performance Stock Units On August 26, 2019, the Company’s Board of Directors granted performance stock units covering a total of 408,510 common shares, of which two-thirds of the shares ( 272,338 shares) subject to each performance stock unit vests based upon the passage of time, and the remaining one-third of the shares ( 136,172 shares) subject to each performance stock unit vests only if the Company achieves certain clinical trial and regulatory milestones. Total share-based compensation expense associated with the performance stock units is based on the fair value of the Company’s common shares on the grant date, which equals the closing market price of the Company’s common shares on the grant date. The Company recognizes the share-based compensation expense related to the performance stock unit awards subject to time-based vesting on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. The Company will recognize the share-based compensation expense related to the performance stock unit awards subject to vesting based upon the achievement of certain clinical trial and regulatory milestones only if such milestones are achieved. As of September 30, 2019 , the performance conditions had not been met and were deemed not probable of being met. (F) Share-Based Compensation Expense Share-based compensation expense was as follows (in thousands): Three Months Ended September 30, 2019 2018 Share-based compensation expense recognized as: R&D expenses $ 3,618 $ 1,846 G&A expenses 4,313 2,879 Total $ 7,931 $ 4,725 Six Months Ended September 30, 2019 2018 Share-based compensation expense recognized as: R&D expenses $ 6,166 $ 3,407 G&A expenses 8,217 5,562 Total $ 14,383 $ 8,969 Share-based compensation expense is included in R&D and G&A expenses in the accompanying unaudited condensed consolidated statements of operations consistent with the grantee’s salary. Share-based compensation expense presented in the table above includes share-based compensation expense allocated to the Company by RSL as described in Note 7(B). Total unrecognized share-based compensation expense was approximately $78.2 million as of September 30, 2019 and is expected to be recognized over a weighted-average period of approximately 2.9 years . (G) RSL RSUs The Company’s Principal Executive Officer was granted 66,845 RSL RSUs during the fiscal year ended March 31, 2017. These RSUs will vest to the extent certain RSL performance criteria are achieved and certain RSL liquidity conditions are satisfied within specified years of the grant date, provided that the Company’s Principal Executive Officer has provided continued service to RSL or its subsidiaries through such date. As of September 30, 2019 , the performance conditions had not been met and were deemed not probable of being met. For the three and six months ended September 30, 2019 and 2018 , the Company recorded no share-based compensation expense related to these RSL RSUs. As of September 30, 2019 , there was $0.9 million |
Leases
Leases | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company leases 40,232 square feet of office space located in Brisbane, California pursuant to an operating lease agreement, as amended, that expires in May of 2026. The Company has the option to extend the lease term for an additional seven years but is not reasonably certain that it will exercise the option and has therefore excluded it from the lease term. The lease agreement, as amended, required the Company to deliver an irrevocable standby letter of credit for the duration of the lease in the amount of $0.5 million to the landlord, the amount of which is subject to reduction of approximately $0.2 million if certain conditions are met. The Company currently has no other significant operating, financing, or short-term leases. The components of operating lease expense for the Company’s Brisbane, California office space were as follows (in thousands): Three Months Ended Six Months Ended September 30, 2019 September 30, 2019 Operating lease cost $ 519 $ 1,038 Variable lease cost (1) 46 55 Total operating lease cost $ 565 $ 1,093 (1) Variable lease cost includes common area maintenance and utilities costs which are not included in operating lease liabilities and which are expensed as incurred. Supplemental cash flow information related to the Company’s operating lease right-of-use asset and operating lease liabilities for its Brisbane, California office space was as follows (in thousands): Three Months Ended Six Months Ended September 30, 2019 September 30, 2019 Cash paid for operating lease liabilities $ 501 $ 997 As of September 30, 2019 , the Company’s operating lease for its Brisbane, California office space had a weighted average remaining lease term of 6.7 years and a weighted average discount rate of 12.3% . There were no new leases added during the three and six months ended September 30, 2019 . As of September 30, 2019 , maturities of operating lease liabilities for the Company’s Brisbane, California office space were as follows (in thousands): Years Ended March 31, 2020 (remainder of year) $ 1,009 2021 2,065 2022 2,128 2023 2,200 2024 2,339 Thereafter 5,307 Total lease payments 15,048 Less imputed interest (1) (4,875 ) Present value of future minimum lease payments 10,173 Less operating lease liability, current portion (853 ) Operating lease liability, long-term portion $ 9,320 (1) The Company ’ s lease contracts do not provide an implicit rate. The imputed interest was determined using the Company ’s incremental borrowing rate, which represents an estimated rate of interest that it would have to pay to borrow equivalent funds on a collateralized basis over a similar term at the lease inception date. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (A) Legal Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the loss contingency, including an estimable range, if possible. The Company is currently not involved in any material legal proceedings. (B) Contract Service Providers In the normal course of business, the Company enters into agreements with contract service provides to assist in the performance of its R&D activities. Expenditures to contract research organizations, or CROs, and contract manufacturing organizations, or CMOs, represent significant costs in the Company’s clinical development of its product candidates. Subject to required notice periods and the Company’s obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources. (C) Indemnification Agreements The Company has agreed to indemnify its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification liability is unlimited; however, the Company holds directors’ and officers’ liability insurance which limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. In the normal course of business, the Company also enters into contracts and agreements with service providers and other parties with which it conducts business that contain indemnification provisions pursuant to which the Company has agreed to indemnify the party against certain types of third-party claims. The Company has not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. (D) Takeda Agreements Under the Takeda License Agreement, the Company will pay Takeda a fixed, high single-digit royalty on net sales of relugolix and MVT-602 products in the Company’s territory, subject to certain agreed reductions. Takeda will pay the Company a royalty at the same rate on net sales of relugolix products for prostate cancer in the Takeda Territory, subject to certain agreed reductions. Royalties are required to be paid, on a product-by-product and country-by-country basis, until the latest to occur of the expiration of the last to expire valid claim of a licensed patent covering such product in such country, the expiration of regulatory exclusivity for such product in such country, or 10 years after the first commercial sale of such product in such country. Under the Takeda License Agreement, there was no upfront payment and there are no payments upon the achievement of clinical development or marketing approval milestones. As the amount and timing of any potential future payments under the Takeda License Agreement are not probable and estimable, no such potential commitments have been included in the unaudited condensed consolidated balance sheet. In May 2018, the Company entered into a Commercial Manufacturing and Supply Agreement with Takeda, or the Takeda Commercial Supply Agreement. Pursuant to the Takeda Commercial Supply Agreement, Takeda has agreed to supply the Company and the Company has agreed to obtain from Takeda certain quantities of relugolix drug substance according to agreed-upon quality specifications and in order to commercialize relugolix in accordance with the Takeda Agreement. Under the Takeda Commercial Supply Agreement, the Company will pay Takeda a fixed price per kilogram of relugolix drug substance through December 31, 2019. The Company has made, and Takeda has accepted an initial firm order to supply relugolix drug substance to the Company through December 31, 2019. For relugolix drug substance manufactured or delivered on or after such date, the Company will pay Takeda a price per kilogram of relugolix drug substance to be agreed upon between the parties at the beginning of each fiscal year. The initial term of the Takeda Commercial Supply Agreement began on May 30, 2018 and will continue for five years . At the end of the initial term, the Takeda Commercial Supply Agreement will automatically renew for successive one -year terms, unless either party gives notice of termination to the other at least 12 months prior to the end of the then-current term. The Takeda Commercial Supply Agreement may be terminated by either party upon 90 days’ notice of an uncured material breach of its terms by the other party, or immediately upon notice to the other party of a party’s bankruptcy. Each party will also have the right to terminate the Takeda Commercial Supply Agreement, in whole or in part, for any reason upon 180 days’ prior written notice to the other party, provided that any then-open purchase orders, including the initial firm order for relugolix drug substance through December 31, 2019, will remain in effect and be binding on both parties. The Takeda Commercial Supply Agreement, including any then-open purchase order thereunder, will terminate immediately upon the termination of the Takeda Agreement in accordance with its terms. The Takeda Commercial Supply Agreement also includes customary provisions relating to, among others, delivery, inspection procedures, warranties, quality management, storage, handling and transport, intellectual property, confidentiality and indemnification. (E) Financing Arrangements The Company has entered into financing arrangements with NovaQuest and Hercules. See Note 6 for additional information. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events (A) Leases During October 2019, the Company entered into a Sublease Agreement, or sublease, for 20,116 square feet of office space within the same building as its current corporate office space located in Brisbane, California. The sublease term expires on February 29, 2024, with total expected minimum payments over the sublease term of approximately $3.9 million , of which approximately $0.4 million relates to the fiscal year ended March 31, 2020 and approximately $3.5 million relate to each of the fiscal years ended March 31, 2021 through 2024. The sublease required the Company to deliver an irrevocable standby letter of credit to the sublessor for the duration of the lease in the amount of $0.2 million . (B) Letter Agreement with Sumitomo Dainippon Pharma, Co. Ltd. On October 31, 2019, the Company’s largest shareholder, Roivant Sciences Ltd. (“RSL”) and certain of its affiliates (not including the Company) entered into an agreement with Sumitomo Dainippon Pharma, Co. Ltd. (“Sumitomo”) (such agreement, the “Sumitomo-Roivant Agreement”) which provides that upon the closing of the transactions contemplated thereby (the “Sumitomo Transactions”), a subsidiary of Sumitomo (such entity, the “Acquiring Entity”), will acquire RSL’s ownership interest in the Company and become a significant shareholder of the Company. The Company expects that, at or prior to the closing of the Sumitomo Transactions, RSL will ensure that the Acquiring Entity will obtain not less than a majority of the Company’s outstanding common shares by purchasing additional common shares at prices not below market trading prices and delivering such shares, or voting rights with respect thereto, to the Acquiring Entity. On October 31, 2019, in connection with RSL’s entry into the Sumitomo-Roivant Agreement, the Company entered into a Letter Agreement with Sumitomo, pursuant to which Sumitomo has committed to enter into an agreement to provide the Company a $350.0 million low-interest, five-year term loan facility (the “Loan Facility”), with no repayments due until the end of the term to fund the Company’s operating expenditures. The Company expects to be able to access the Loan Facility on a quarterly basis, subject to certain terms and conditions. The Loan Facility is expected to be entered into and become effective upon or promptly following the closing of the Sumitomo Transactions. Pursuant to the Letter Agreement, the Company will take certain actions with respect to the composition of its Board of Directors and the committees of the Board of Directors, as well as amending certain provisions of its bye-laws, and in connection with the closing of the Sumitomo Transactions, the Company and Sumitomo will also enter into an Investors Rights Agreement, which will provide, among other things, that for so long as Sumitomo and its affiliates continue to hold at least 50% of the outstanding common shares of the Company, the Company’s Board of Directors will continue to include a minimum of three independent directors who, until Sumitomo and its affiliates cease to hold at least 35% of the outstanding common shares of the Company, will have approval rights over certain corporate actions, including related-party transactions between the Company and Sumitomo. The Investors Rights Agreement will further include a standstill provision effective until Sumitomo or its affiliates cease to hold at least 35% of the outstanding common shares of the Company, which provides, among other things, (a) a non-waivable condition requiring approval by a majority of the Company’s minority shareholders for any transaction that would cause Sumitomo or its subsidiaries to hold beneficial ownership of the Company of greater than 60% of the outstanding voting power of the Company. Additionally, for a standstill period of three years , any such transaction must also be made on a confidential basis to the Company’s independent directors and is subject to approval by a majority of the Company’s independent directors, or (b) that such transaction be effected under the circumstances set forth in a specified section of the Company’s Bye-Laws having to do with third-party acquisition proposals. Sumitomo has also agreed that upon the Company’s request, the parties will discuss terms upon which Sumitomo will provide the Company access to its U.S. commercial infrastructure and operational support as the Company moves forward with the commercialization of relugolix. The Company has further agreed, until the closing of the Sumitomo Transactions, to reasonably assist and reasonably cooperate with RSL in complying with the interim operating covenants contained in the Sumitomo-Roivant Agreement that relate to the Company, in which RSL has agreed, among other things, to cause the Company to conduct its business in the ordinary course, including refraining from taking a list of actions without Sumitomo’s consent, including (subject to certain limitations) but not limited to incurring additional indebtedness, issuance of equity securities, granting of liens, and sales of assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (A) Basis of Presentation The Company’s fiscal year ends on March 31, and its first three fiscal quarters end on June 30, September 30 and December 31. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States, or U.S., generally accepted accounting principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 , filed with the U.S. Securities and Exchange Commission, or the SEC, on May 24, 2019 . The unaudited consolidated balance sheet at March 31, 2019 has been derived from the audited consolidated financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented have been included. Operating results for the three and six months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2020 , for any other interim period or for any other future year. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, issued by the Financial Accounting Standards Board, or FASB. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2019 , filed with the SEC on May 24, 2019 , except for the adoption of ASU 2016-02, Leases (Topic 842), on April 1, 2019. See Note 2(H). |
Use of Estimates | (B) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, and expenses, including the evaluation of the Company’s ability to continue as a going concern, share-based compensation expenses, research and development, or R&D, expenses and accruals, and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses incurred during the reporting period, that are not readily apparent from other sources. Estimates and assumptions are periodically reviewed in light of changes in circumstances, facts, or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. |
Going Concern and Management's Plans | (C) Going Concern and Management’s Plans The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued. During the six months ended September 30, 2019 , the Company incurred net losses of $138.5 million and used $135.1 million of cash and cash equivalents in operations. The Company expects to continue to incur significant and increasing operating losses and negative operating cash flows as it continues to develop its product candidates and prepares for potential future regulatory approvals and commercialization of relugolix. The Company has not generated any revenue to date and does not expect to generate product revenue unless and until it successfully completes development and obtains regulatory approval for at least one of its product candidates. Based on its current operating plan, the Company expects that its existing cash, cash equivalents, and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements at least through the end of the Company’s fiscal year ending March 31, 2020. This estimate is based on the Company’s current assumptions, including assumptions relating to its ability to manage its spend, that might prove to be wrong, and it could use its available capital resources sooner than it currently expects. Current cash, cash equivalents and marketable securities will not be sufficient to enable the Company to complete all necessary development activities and commercially launch relugolix. The Company anticipates that it will continue to incur net losses for the foreseeable future. To continue as a going concern, the Company will need, among other things, additional capital resources. The Company continually assesses multiple options to obtain additional funding to support its operations, including through financing activities in public or private capital markets. Management can provide no assurances that any sources of a sufficient amount of financing will be available to the Company on favorable terms, if at all. Although the Company expects to negotiate and enter into a new term loan facility that the Company and Sumitomo Dainippon Pharma, Co. Ltd. (“Sumitomo”) agreed to negotiate and enter into, and the Company expects to draw down on this term loan facility on a quarterly basis, after it becomes effective upon the close of the transaction between Roivant Sciences Ltd. and Sumitomo, ASC 240-40, Going Concern , does not allow the Company to consider future financing activities that are uncertain in its assessment of the Company’s future cash burn for the purpose of its liquidity assessment. For more information on the Company’s arrangements with Sumitomo, see Note 13(B), “Subsequent Events—Letter Agreement with Sumitomo Dainippon Pharma, Co. Ltd.” Due to these uncertainties, there is substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements and footnotes have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Net Loss Per Common Share | (D) Net Loss per Common Share Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period, reduced, where applicable, for outstanding yet unvested shares of restricted common stock. The computation of diluted net loss per common share is based on the weighted-average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, restricted stock units, restricted stock awards, performance stock units, and warrants. In periods in which the Company reports a net loss, all common share equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equal. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share. |
Cash, Cash Equivalents and Restricted Cash | (E) Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. As of September 30, 2019 , cash and cash equivalent balances are diversified between three financial institutions. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and the issuers of its money market funds and commercial paper. The Company maintains its cash deposits and cash equivalents in highly rated, federally insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. Interest income consists of interest earned on money market funds and the accretion of discounts to maturity for commercial paper and corporate bonds. Restricted cash consists of non-interest bearing legally restricted deposits held as compensating balances against the Company’s corporate credit card program and an irrevocable standby letter of credit provided as security for the Company’s office lease. |
Marketable Securities | (F) Marketable Securities Investments in marketable securities are held in a custodial account at a financial institution and managed by the Company’s investment advisor based on the Company’s investment guidelines. The Company considers all highly liquid investments in securities with a maturity of greater than three months at the time of purchase to be marketable securities. As of September 30, 2019 , the Company’s marketable securities consisted of commercial paper and highly rated corporate bonds with maturities of greater than three months but less than twelve months at the time of purchase. These short-term commercial paper and corporate debt securities are classified as current assets on the Company’s unaudited condensed consolidated balance sheets under the caption marketable securities. |
Fair Value Measurements | (G) Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include cash, cash equivalents consisting of commercial paper, corporate bonds, and money market funds, marketable securities consisting of commercial paper and corporate bonds, accounts payable and the Company’s debt obligations. Cash, cash equivalents, and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. Marketable securities are recorded at their estimated fair value and are included in Level 2 of the fair value hierarchy. The carrying value of the Company’s debt approximates fair value based on current interest rates for similar types of borrowings and is included in Level 2 of the fair value hierarchy. |
Recently Issued Accounting Pronouncements | (H) Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of Topic 842 requires lessees to recognize on the consolidated balance sheets a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases with lease terms greater than twelve months. The lease liability is measured at the present value of the unpaid lease payments and the right-of-use asset is derived from the calculation of the lease liability. Topic 842 also requires lessees to disclose key information about leasing arrangements. Topic 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application (“Transition Date”). An entity may choose to use either (i) its effective date or (ii) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the new standard on April 1, 2019 and used the effective date as its date of initial application. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which permitted it to not reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. As a result, the Company has continued to account for existing leases - i.e. leases for which the commencement date is before April 1, 2019 - in accordance with Topic 840 throughout the entire lease term, including periods after the effective date, with the exception that the Company applied the new balance sheet recognition guidance for operating leases and applied Topic 842 for remeasurements and modifications after the Transition Date. The most significant impact of the adoption of Topic 842 on the Company’s unaudited condensed consolidated financial statements was the recognition of a $9.4 million operating lease right-of-use asset, a $0.8 million current operating lease liability, and a $9.8 million long-term operating lease liability on the Company’s unaudited condensed consolidated balance sheet related to its existing facility operating lease. In addition, the Company reclassified the $1.2 million deferred rent liability for its existing facility lease to the related operating lease right-of-use asset. There was no material impact to the Company’s unaudited condensed consolidated statement of operations, and no cumulative-effect adjustment to accumulated deficit. See Note 11 for additional information. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , or ASU 2018-02. ASU 2018-02 allows companies to reclassify stranded tax effects resulting from the newly enacted federal corporate income tax rate under the Tax Cuts and Jobs Act, from accumulated other comprehensive (loss) income to retained earnings. ASU 2018-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 and early adoption is permitted. The Company adopted the new standard on April 1, 2019. The adoption of ASU 2018-02 did not have an impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718) : Improvements to Nonemployee Share-Based Payment Accounting, or ASU 2018-07. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. ASU 2018-07 is effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company adopted the new standard on April 1, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures . In July 2018, the FASB issued ASU 2018-09, Codification Improvements, to make changes to a variety of topics to clarify, correct errors in, or make minor improvements to the ASC. Certain items in the amendments in ASU 2018-09 will be effective for the Company in annual periods beginning after December 15, 2018. The adoption of ASU 2018-09 on April 1, 2019 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures . Other recent accounting pronouncements issued by the FASB, (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by the Company to, have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. (I) Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , or ASU 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU 2016-13 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact the adoption of this new standard will have on its unaudited condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement , or ASU 2018-13. ASU 2018-13 amends the disclosure requirements in Topic 820 to promote the exercise of discretion by entities when considering fair value measurement disclosures and clarifies that materiality is an appropriate consideration when evaluating fair value measurement disclosure requirements. Certain required disclosures were added, modified, or removed, including removing the required disclosure of the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2018-13 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company does not currently expect that the adoption of this new standard will have a material impact on its unaudited condensed consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , or ASU 2018-15, which amends ASC 350-40, Internal-Use Software , to include in its scope implementation costs of a cloud computing arrangement that is a service contract. Consequently, the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement is aligned with the guidance on capitalizing costs associated with developing or obtaining internal-use software. ASU 2018-15 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact the adoption of this standard will have on its unaudited condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Common Share | As of September 30, 2019 and 2018 , potentially dilutive securities were as follows: September 30, 2019 2018 Stock options 7,676,460 5,115,494 Restricted stock awards (unvested) 775,651 1,057,707 Restricted stock units (unvested) 753,720 12,500 Performance stock units (unvested) 408,510 — Warrants 73,710 73,710 Total 9,688,051 6,259,411 |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash as reported on the unaudited condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash and consists of the following (in thousands): September 30, 2019 2018 Cash and cash equivalents $ 130,373 $ 153,717 Restricted cash (1) 1,374 600 Total cash, cash equivalents and restricted cash $ 131,747 $ 154,317 (1) Included in other assets on the unaudited condensed consolidated balance sheets. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value | The following table summarizes the Company’s assets measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy as of September 30, 2019 (in thousands): Level 1 Level 2 Level 3 Total Fair Value Assets: Money market funds $ 53 $ — $ — $ 53 Commercial paper — 130,953 — 130,953 Corporate bonds — 12,608 — 12,608 Total assets $ 53 $ 143,561 $ — $ 143,614 The following table summarizes the Company’s assets measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy as of March 31, 2019 (in thousands): Level 1 Level 2 Level 3 Total Fair Value Assets: Money market funds $ 83 $ — $ — $ 83 Commercial paper — 126,050 — 126,050 Total assets $ 83 $ 126,050 $ — $ 126,133 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of September 30, 2019 , and March 31, 2019 , accrued expenses consisted of the following (in thousands): September 30, 2019 March 31, 2019 Accrued R&D expenses $ 36,620 $ 46,947 Accrued compensation-related expenses 3,800 5,024 Accrued professional service fees 1,053 370 Accrued other expenses 2,907 1,273 Total accrued expenses $ 44,380 $ 53,614 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | Outstanding debt obligations to Hercules are as follows (in thousands): September 30, 2019 March 31, 2019 Principal amount $ 40,000 $ 40,000 End of term charge 2,620 2,620 Less: unamortized debt discount and issuance costs (1,620 ) (2,482 ) Loan payables less unamortized debt discount and issuance costs 41,000 40,138 Less: current maturities (8,402 ) (6,142 ) Long-term debt, net of current maturities and unamortized debt discount and issuance costs $ 32,598 $ 33,996 Outstanding debt obligations to NovaQuest are as follows (in thousands): September 30, 2019 March 31, 2019 Principal amount $ 60,000 $ 60,000 Less: unamortized debt issuance costs (523 ) (756 ) Loan payables less unamortized debt issuance costs 59,477 59,244 Less: current maturities — — Long-term debt, net of current maturities and unamortized debt issuance costs $ 59,477 $ 59,244 |
Key Assumptions used to Measure Value of Warrant | The Company estimated the fair value of the Warrants using the Black-Scholes model based on the following key assumptions: Tranche 1 Tranche 2 Exercise price $15.06 $18.82 Common share price on date of issuance $14.39 $18.96 Volatility 73.2% 72.3% Risk-free interest rate 2.15% 2.78% Expected dividend yield —% —% Contractual term (in years) 7.00 7.00 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the Company’s 2016 Plan is as follows: Number of Options Options outstanding at March 31, 2019 5,396,465 Granted 2,470,900 Exercised (33,461 ) Forfeited (187,444 ) Options outstanding at September 30, 2019 7,646,460 Options vested and expected to vest at September 30, 2019 7,646,460 Vested options subject to one-year exercise restriction period beginning on August 26, 2019 735,428 Options exercisable at September 30, 2019 1,684,887 |
Summary of Restricted Share Awards and Restricted Stock Units Activity | A summary of restricted stock award and restricted stock unit activity under the Company’s 2016 Plan is as follows: Number of Shares Unvested balance at March 31, 2019 956,066 Granted 724,554 Vested (142,904 ) Forfeited (8,345 ) Unvested balance at September 30, 2019 1,529,371 |
Schedule of Share-based Compensation | Share-based compensation expense was as follows (in thousands): Three Months Ended September 30, 2019 2018 Share-based compensation expense recognized as: R&D expenses $ 3,618 $ 1,846 G&A expenses 4,313 2,879 Total $ 7,931 $ 4,725 Six Months Ended September 30, 2019 2018 Share-based compensation expense recognized as: R&D expenses $ 6,166 $ 3,407 G&A expenses 8,217 5,562 Total $ 14,383 $ 8,969 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Operating Lease Expense | The components of operating lease expense for the Company’s Brisbane, California office space were as follows (in thousands): Three Months Ended Six Months Ended September 30, 2019 September 30, 2019 Operating lease cost $ 519 $ 1,038 Variable lease cost (1) 46 55 Total operating lease cost $ 565 $ 1,093 (1) Variable lease cost includes common area maintenance and utilities costs which are not included in operating lease liabilities and which are expensed as incurred. Supplemental cash flow information related to the Company’s operating lease right-of-use asset and operating lease liabilities for its Brisbane, California office space was as follows (in thousands): Three Months Ended Six Months Ended September 30, 2019 September 30, 2019 Cash paid for operating lease liabilities $ 501 $ 997 |
Maturities of Operating Lease Liabilities | As of September 30, 2019 , maturities of operating lease liabilities for the Company’s Brisbane, California office space were as follows (in thousands): Years Ended March 31, 2020 (remainder of year) $ 1,009 2021 2,065 2022 2,128 2023 2,200 2024 2,339 Thereafter 5,307 Total lease payments 15,048 Less imputed interest (1) (4,875 ) Present value of future minimum lease payments 10,173 Less operating lease liability, current portion (853 ) Operating lease liability, long-term portion $ 9,320 (1) The Company ’ s lease contracts do not provide an implicit rate. The imputed interest was determined using the Company ’s incremental borrowing rate, which represents an estimated rate of interest that it would have to pay to borrow equivalent funds on a collateralized basis over a similar term at the lease inception date. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Apr. 01, 2019USD ($) | |
Accounting Policies [Abstract] | |||||||
Number of operating segments | segment | 1 | ||||||
Number of reporting segments | segment | 1 | ||||||
Net loss | $ 70,568 | $ 67,904 | $ 65,770 | $ 62,134 | $ 138,472 | $ 127,904 | |
Cash and cash equivalents used in operations | 135,148 | $ 108,881 | |||||
Operating lease right-of-use asset | 8,973 | 8,973 | $ 9,400 | ||||
Operating lease liability | 853 | 853 | 800 | ||||
Long-term operating lease liability | $ 9,320 | $ 9,320 | 9,800 | ||||
Accounting Standards Update 2016-02 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Deferred rent obligations | $ (1,200) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 9,688,051 | 6,259,411 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 7,676,460 | 5,115,494 |
Restricted stock awards (unvested) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 775,651 | 1,057,707 |
Restricted stock units (unvested) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 753,720 | 12,500 |
Performance stock units (unvested) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 408,510 | 0 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 73,710 | 73,710 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 130,373 | $ 156,074 | $ 153,717 | |
Restricted cash | 1,374 | 600 | ||
Cash balance in condensed consolidated statements of cash flows | $ 131,747 | $ 157,199 | $ 154,317 | $ 108,624 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities | $ 27,220,000 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | $ 143,614,000 | $ 126,133,000 |
Total liabilities | 0 | 0 |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 53,000 | 83,000 |
Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 130,953,000 | 126,050,000 |
Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate bonds | 12,608,000 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 53,000 | 83,000 |
Level 1 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 53,000 | 83,000 |
Level 1 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 1 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate bonds | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 143,561,000 | 126,050,000 |
Level 2 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 130,953,000 | 126,050,000 |
Level 2 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate bonds | 12,608,000 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | $ 0 |
Level 3 | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate bonds | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued R&D expenses | $ 36,620 | $ 46,947 |
Accrued compensation-related expenses | 3,800 | 5,024 |
Accrued professional service fees | 1,053 | 370 |
Accrued other expenses | 2,907 | 1,273 |
Total accrued expenses | $ 44,380 | $ 53,614 |
Financing Arrangements (Narrati
Financing Arrangements (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2018 | Oct. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | |||||||
Equity options, purchase price as a percentage of share price | 105.00% | ||||||
Equity commitment, number of consecutive trading days used for measuring share price | 5 days | ||||||
Equity option | $ 20,000,000 | ||||||
Equity option to be exercised in the current year | $ 10,000,000 | ||||||
Common Shares | |||||||
Debt Instrument [Line Items] | |||||||
Warrants exercisable as a percentage of principal amount of loan | 3.00% | ||||||
Private Placement | |||||||
Debt Instrument [Line Items] | |||||||
Shares purchased by NovaQuest (in shares) | 138,361 | ||||||
Shares purchased by NovaQuest | $ 2,000,000 | ||||||
Line of Credit | NovaQuest Securities Purchase Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing commitment | 60,000,000 | ||||||
Equity commitment related to note issuance | 20,000,000 | ||||||
Minimum borrowing commitment | 30,000,000 | ||||||
Debt issued | $ 54,000,000 | $ 6,000,000 | |||||
Interest rate | 15.00% | ||||||
Quarterly interest rate | 5.00% | ||||||
Deferred interest rate | 10.00% | ||||||
Default interest rate | 5.00% | ||||||
Financing expenses | $ 1,000,000 | ||||||
Amortized deferred financing costs | $ 100,000 | $ 100,000 | $ 200,000 | ||||
Term Loan | Hercules Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing commitment | $ 40,000,000 | ||||||
Interest rate | 8.25% | ||||||
Amortized deferred financing costs | $ 400,000 | $ 300,000 | $ 900,000 | $ 700,000 | |||
Principal amount funded | $ 25,000,000 | $ 15,000,000 | |||||
Current interest rate | 9.00% | 9.00% | |||||
End of term charge | 6.55% | ||||||
Term Loan | Hercules Loan Agreement | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 4.00% | ||||||
Tranche 1 | Common Shares | |||||||
Debt Instrument [Line Items] | |||||||
Number of securities exercisable by warrant (in shares) | 49,800 | ||||||
Exercise price of warrants (in USD per share) | $ 15.06 | ||||||
Fair value of warrant on date of issuance | $ 500,000 | ||||||
Tranche 1 | Term Loan | Hercules Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Financing expenses | 1,300,000 | ||||||
Discount | $ 2,100,000 | ||||||
Tranche 2 | Common Shares | |||||||
Debt Instrument [Line Items] | |||||||
Number of securities exercisable by warrant (in shares) | 23,910 | ||||||
Exercise price of warrants (in USD per share) | $ 18.82 | ||||||
Fair value of warrant on date of issuance | $ 300,000 | ||||||
Tranche 2 | Term Loan | Hercules Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Discount | $ 1,300,000 | ||||||
NovaQuest | Private Placement, One | |||||||
Debt Instrument [Line Items] | |||||||
Shares purchased by NovaQuest (in shares) | 1,082,977 | ||||||
Shares purchased by NovaQuest | $ 18,000,000 | ||||||
NovaQuest | Private Placement, Two | |||||||
Debt Instrument [Line Items] | |||||||
Shares purchased by NovaQuest (in shares) | 1,203,307 | ||||||
Shares purchased by NovaQuest | $ 20,000,000 |
Financing Arrangements (Outstan
Financing Arrangements (Outstanding Debt Obligations) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: current maturities | $ (8,402) | $ (6,142) |
Long-term debt, less current maturities | 92,075 | 93,240 |
Line of Credit | NovaQuest Securities Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount | 60,000 | 60,000 |
Less: unamortized debt issuance costs | (523) | (756) |
Loan payables less unamortized debt issuance costs | 59,477 | 59,244 |
Less: current maturities | 0 | 0 |
Long-term debt, less current maturities | 59,477 | 59,244 |
Term Loan | Hercules Loan Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount | 40,000 | 40,000 |
End of term charge | 2,620 | 2,620 |
Less: unamortized debt issuance costs | (1,620) | (2,482) |
Loan payables less unamortized debt issuance costs | 41,000 | 40,138 |
Less: current maturities | (8,402) | (6,142) |
Long-term debt, less current maturities | $ 32,598 | $ 33,996 |
Financing Arrangements (Key Ass
Financing Arrangements (Key Assumptions Used to Value Warrants) (Details) - Common Shares | Mar. 31, 2018year$ / shares | Oct. 31, 2017year$ / shares |
Tranche 1 | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in USD per share) | $ 15.06 | |
Common share price on date of issuance (in USD per share) | $ 14.39 | |
Tranche 2 | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in USD per share) | $ 18.82 | |
Common share price on date of issuance (in USD per share) | $ 18.96 | |
Volatility | Tranche 1 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | 0.732 | |
Volatility | Tranche 2 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | 0.723 | |
Risk-free interest rate | Tranche 1 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | 0.0215 | |
Risk-free interest rate | Tranche 2 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | 0.0278 | |
Expected dividend yield | Tranche 1 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | 0 | |
Expected dividend yield | Tranche 2 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | 0 | |
Contractual term (in years) | Tranche 1 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | year | 7 | |
Contractual term (in years) | Tranche 2 | ||
Class of Warrant or Right [Line Items] | ||
Measurement input | year | 7 |
Related Party Transactions (Na
Related Party Transactions (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 04, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | May 23, 2019 |
Owner | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership threshold for voting rights | 9.50% | |||||
RSL and RSI | RSL and RSI | Service Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred under services agreements | $ 0.2 | $ 1 | $ 0.4 | $ 4.2 | ||
RSL | RSL | Share-based Compensation, Expense Allocated to Company | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses incurred under services agreements | $ 0.1 | $ 0.2 | $ 0.1 | $ 0.4 | ||
Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued (in shares) | 17,424,243 | |||||
Price of shares (in USD per share) | $ 8.25 | |||||
Net proceeds from sale of shares | $ 134.5 | |||||
Public Offering | RSL | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued (in shares) | 2,424,242 | |||||
Net proceeds from sale of shares | $ 20 | |||||
Maximum | RSL | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership threshold for appointment of directors | 50.00% | |||||
Minimum | RSL | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership threshold for appointment of directors | 35.00% |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (0.28%) | (0.13%) | (0.37%) | (0.18%) |
Shareholders' Equity - Narrati
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 04, 2019 | Apr. 30, 2018 | Oct. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 17,424,243 | ||||||
Price of shares (in USD per share) | $ 8.25 | ||||||
Net proceeds from sale of shares | $ 134.5 | ||||||
Underwriter's Over-Allotment Option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 2,272,727 | ||||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 138,361 | ||||||
Net proceeds from sale of shares | $ 2 | ||||||
Roivant Sciences, Ltd. | Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 1,110,015 | ||||||
Price of shares (in USD per share) | $ 20.27 | ||||||
Gross proceeds from sale of shares | $ 22.5 | ||||||
Cowen and Company, LLC | Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 0 | 0 | 106,494 | 2,767,129 | |||
Price of shares (in USD per share) | $ 24.65 | $ 21.47 | $ 24.65 | $ 21.47 | |||
Net proceeds from sale of shares | $ 2.5 | $ 57.3 | |||||
Aggregate offering price | $ 100 | ||||||
Remaining capacity in offering program | $ 10.4 | $ 10.4 |
Share-Based Compensation (Narr
Share-Based Compensation (Narrative) (Details) | Aug. 26, 2019USD ($)$ / sharesshares | Apr. 01, 2019shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Mar. 31, 2017shares | Aug. 25, 2019$ / shares | Mar. 31, 2019shares | Jun. 30, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost | $ | $ 78,200,000 | $ 78,200,000 | ||||||||
Unrecognized compensation expense, period for recognition | 2 years 10 months 24 days | |||||||||
Vested executive options subject to one-year exercise restriction period (in shares) | 735,428 | 735,428 | ||||||||
Options vested and unvested outstanding (in shares) | 7,646,460 | 7,646,460 | 5,396,465 | |||||||
Stock-based compensation expense, expensed on repricing date | $ | $ 7,931,000 | $ 4,725,000 | $ 14,383,000 | $ 8,969,000 | ||||||
Employee Stock Options, Repriced | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Repricing ratio | 1 | |||||||||
Exercise price (in USD per share) | $ / shares | $ 7.78 | |||||||||
Options vested and unvested outstanding (in shares) | 5,095,013 | |||||||||
Stock-based compensation expense, expensed on repricing date and amortized | $ | $ 9,200,000 | |||||||||
Stock-based compensation expense, expensed on repricing date | $ | $ 800,000 | |||||||||
Performance Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 408,510 | |||||||||
Performance Stock Units, Time-Based Vesting | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 272,338 | |||||||||
Share of awards granted | 66.66% | |||||||||
Performance Stock Units, Vesting Based Upon Clinical Trial and Regulatory Milestones | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Awards granted (in shares) | 136,172 | |||||||||
Share of awards granted | 33.33% | |||||||||
Myovant 2016 Equity Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common shares reserved for grant (in shares) | 1,500,000 | 1,500,000 | 4,500,000 | |||||||
Common shares reserved for grant, annual percentage increase | 4.00% | |||||||||
Increase in common shares reserved for grant (in shares) | 2,900,000 | |||||||||
Executives, Subject to Exercise Restriction Period | Employee Stock Options, Repriced | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense, period for recognition | 1 year | |||||||||
Vested executive options subject to one-year exercise restriction period (in shares) | 735,428 | |||||||||
Repricing restriction period | 1 year | |||||||||
Expense being amortized over exercise restriction period | $ | $ 1,100,000 | |||||||||
Employees, Other Than Executives, Subject to Exercise Restriction Period | Employee Stock Options, Repriced | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense, period for recognition | 3 years 2 months 12 days | |||||||||
Stock-based compensation expense, amortized | $ | $ 7,300,000 | |||||||||
Principal Executive Officer | Restricted stock units | RSL | RSL RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expenses incurred under services agreements | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Awards granted (in shares) | 66,845 | |||||||||
Unrecognized compensation expense | $ | $ 900,000 | $ 900,000 | ||||||||
Minimum | Employee Stock Options, Repriced | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise price (in USD per share) | $ / shares | $ 8.82 | |||||||||
Maximum | Employee Stock Options, Repriced | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise price (in USD per share) | $ / shares | 24.44 | |||||||||
Median | Employee Stock Options, Repriced | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Exercise price (in USD per share) | $ / shares | $ 17.28 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Stock Option Activity) (Details) | 6 Months Ended |
Sep. 30, 2019shares | |
Number of Options | |
Beginning balance (in shares) | 5,396,465 |
Granted (in shares) | 2,470,900 |
Exercised (in shares) | (33,461) |
Forfeited (in shares) | (187,444) |
Ending balance (in shares) | 7,646,460 |
Options vested and expected to vest (in shares) | 7,646,460 |
Vested executive options subject to one-year exercise restriction period (in shares) | 735,428 |
Options exercisable (in shares) | 1,684,887 |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Share Awards and Restricted Stock Units) (Details) - Restricted Share Awards and Restricted Stock Units | 6 Months Ended |
Sep. 30, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 956,066 |
Granted (in shares) | 724,554 |
Vested (in shares) | (142,904) |
Forfeited (in shares) | (8,345) |
Ending balance (in shares) | 1,529,371 |
Share-Based Compensation (Share
Share-Based Compensation (Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | $ 7,931 | $ 4,725 | $ 14,383 | $ 8,969 |
R&D expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | 3,618 | 1,846 | 6,166 | 3,407 |
G&A expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation | $ 4,313 | $ 2,879 | $ 8,217 | $ 5,562 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Sep. 30, 2019USD ($)ft² |
Lessee, Lease, Description [Line Items] | |
Weighted average remaining lease term | 6 years 8 months 12 days |
Weighted average discount rate | 12.30% |
Brisbane, California Office Space | |
Lessee, Lease, Description [Line Items] | |
Area leased (in sq ft) | ft² | 40,232 |
Extension term | 7 years |
Letters of credit | $ 0.5 |
Reduced letter of credit if conditions met | $ 0.2 |
Leases - Operating Lease Expens
Leases - Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 519 | $ 1,038 |
Variable lease cost | 46 | 55 |
Total operating lease cost | $ 565 | $ 1,093 |
Leases - Operating Lease Right
Leases - Operating Lease Right of Use Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 501 | $ 997 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Apr. 01, 2019 |
Leases [Abstract] | ||
2020 (remainder of year) | $ 1,009 | |
2021 | 2,065 | |
2022 | 2,128 | |
2023 | 2,200 | |
2024 | 2,339 | |
Thereafter | 5,307 | |
Total lease payments | 15,048 | |
Less imputed interest | (4,875) | |
Present value of future minimum lease payments | 10,173 | |
Less operating lease liability, current portion | (853) | $ (800) |
Operating lease liability, long-term portion | $ 9,320 | $ 9,800 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - Takeda Commercial Supply Agreement | May 30, 2018 |
Supply Commitment [Line Items] | |
Agreement term after first commercial sale | 10 years |
Agreement term | 5 years |
Automatic renewal term | 1 year |
Termination notice term | 12 months |
Termination notice term, uncured material breach | 90 days |
Termination notice term, open purchase order filed | 180 days |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 31, 2019USD ($)ft²director | Sep. 30, 2019USD ($) |
Subsequent Event [Line Items] | ||
Expected minimum payments over sublease term | $ 15,048,000 | |
2020 (remainder of year) | 1,009,000 | |
Brisbane, California Office Space | ||
Subsequent Event [Line Items] | ||
Letters of credit | $ 500,000 | |
Brisbane, California Office Space | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Area leased (in sq ft) | ft² | 20,116 | |
Expected minimum payments over sublease term | $ 3,900,000 | |
2020 (remainder of year) | 400,000 | |
Expected minimum payments over sublease term, 2021-2024 | 3,500,000 | |
Letters of credit | $ 200,000 | |
Sumitomo Dainippon Pharma, Co., Ltd. | Majority Shareholder | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of independent directors with approval rights over certain corporate actions | director | 3 | |
Standstill period | 3 years | |
Sumitomo Dainippon Pharma, Co., Ltd. | Majority Shareholder | Letter Agreement with Sumitomo Dainippon Pharma, Co., Ltd. | Term Loan | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Maximum borrowing commitment | $ 350,000,000 | |
Term of facility | 5 years | |
Maximum | Sumitomo Dainippon Pharma, Co., Ltd. | Majority Shareholder | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Ownership threshold for independent directors with approval rights over certain corporate actions | 50.00% | |
Ownership threshold requiring minority shareholder approval | 60.00% | |
Minimum | Sumitomo Dainippon Pharma, Co., Ltd. | Majority Shareholder | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Ownership threshold for independent directors with approval rights over certain corporate actions | 35.00% | |
Ownership threshold requiring minority shareholder approval | 35.00% |